


Laughing Matter

by HeroFizzer



Category: RWBY
Genre: Anal Sex, F/F, Futanari, Other, all the way through, big dick
Language: English
Status: In-Progress
Published: 2020-02-28
Updated: 2020-10-28
Packaged: 2021-02-27 22:53:46
Rating: Mature
Warnings: Rape/Non-Con
Chapters: 5
Words: 15,027
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/22933609
Author URL: https://archiveofourown.org/users/HeroFizzer/pseuds/HeroFizzer
Summary: A hyena Faunus has infiltrated Beacon Academy looking to take out the members of team RWBY. Using her animal nature to her advantage, she impales the RWBY girls one by one...with her cock!
Relationships: n/a
Comments: 5
Kudos: 58





	1. Chapter 1

**Author's Note:**

> Notice: This story contains use of big dicks, insane and unrealistic anatomy, as well as the ability to put a penis through a woman's mouth from her ass. Reader discretion is advised.

Blake sighed to herself, deciding to have herself some alone time as she sat atop the roof of the dorms, hoping Sunne wouldn't find her and try to put her in a good mood. She was honestly not in the mood for being cheered up, as she'd rather have time to stew for herself.

After all, a lot had happened recently thanks to the White Fang and Roman Torchwick with their stealing of robotic goods and the like. And when she thought about all that, it would always lead right back to Adam, and that period of her life where she thought dating him was the best thing in her life.

How wrong she was.

"Still," Blake said aloud, herself the only witness to these words, "I might as well enjoy the silence for now. Who knows what'll happen…next?"

Her cat ear twitched under her bow, sensing something wrong. Looking at her surroundings, she expected Sunne to show up. There was definitely a hint of Faunus in the air, but she had no idea where it was coming from.

One thing she knew for certain; it held the scent of a White Fang soldier.

##

As the lower ranking member of the White Fang hung around the Beacon campus, she stood hiding within the tree over a bench, waiting for the moment to strike. Of all the members of the Faunus extremist group, she had no idea what she was even doing there. The task was coming all the way from Adam, the current leader, and other than to do as she was told 'or else', nothing was all that clear regarding what her task was.

Soon enough, the Faunus's scroll went off. Hoping it was the man himself, the girl pulled her White Fang bandana off her mouth, answering the call. “Shenzi here,” she said, “talk to me.”

“Are you in place?” said the voice on the other end, which sounded obviously like her leader.

“I'm in a tree.” Shenzi growled. “So yeah, I guess I'm in place.”

“Excellent. Have you seen anyone from RWBY just yet?” asked the voice.

Shenzi shook her head to nobody in particular. “Nah, nobody's been walking this way. I'm pretty sure most of the kiddos are in their classes right now. You sure I couldn't be doing anything else?”

“Absolutely.” Adam assured her. “We need someone to take out that group of huntresses after they've messed up our plans far too many times.”

“Yeah, great,” Shenzi said, rolling her eyes back in annoyance. “I just gotta know, boss, why ME?”

“Simple, you have a tool that might be able to work on them better than any skill the Beacon students have shown off so far.”

Again, in spite of the fact she was speaking without a screen, Shenzi raised an eyebrow, uncertain just what he was talking about. “Dude, you're going to have to specify here,” she groaned, pinching the bridge of her nose, “because as far as I know we all have the same weapons, not like that flashy knife thing your ex kept for herself.”

She could hear her leader inhale through his nostrils on the other end of the call. He was clearly upset over the mention of the cat Faunus, as he should be. “You seem to have forgotten that little 'train' you made with the other female members of the White Fang, Shenzi. The one that made it impossible to mobilize our camp after we had been found out, as I recall?”

That was when the Faunus's eyes beamed. “Oh yeah! Ha! Guess that's happened so many times I forgot about that.”

“What do you MEAN so many times?” Adam growled.

“Nah, chill, leader dude. If I knew that's what you were getting on about, I would have been looking forward to this just all that much more.”

The leader sighed. “The truth is, I didn't want anyone else knowing about my plan for this one,” he admitted, “as that would have led to a lot of horny recruits volunteering to do the same, when they don't understand the gravity of the situation.”

“Oh, they understand,” Shenzi said with a grin, “they just think they're gonna be one and done with those RWBY hos. They don't grasp that I have the package that they need delivered.”

“See that you do it discretely.” Adam warned her. “Do recall who one of their members is.”

“You mean Blake? Your old ho? The one you thought was gonna be your main girl for life?” She was grinning heavily as she heard him on the other end, certain that his blood was boiling. “All right, I'mma get back in business here. You'll hear from me soon, el chief-o.”

Without another word, she hung up on her leader, making her stake as she prepared to leave the tree. With her bandana back over her mouth, she snuck through and headed for the academy, far too eager to just leave things alone now that she understood her true mission.

Once she found herself behind a bush, she spotted the leader of the group she was meant to destroy; Ruby Rose, a young girl who looked as though she was ready to frolic through the woods on the way to her grandmother's house. Thankfully, she was all by herself, meaning she was the perfect prey for Shenzi to pounce on once she got close enough.

“Ah, what a wonderful day outside,” Ruby mused to herself, “it's so relaxing, I almost wish I could skip classes to spend the rest of my time here. At least until Weiss has gotten over the incident from this morning, heh...”

Just as she was getting in touch with nature, a throwing dagger whizzed past her head, stabbing itself into a nearby tree. Ruby gasped, turning to see where it landed, and realizing that could have been her head if she wasn't careful enough. “Wh-Who's there...?” Ruby asked nervously, reaching for her folded up scythe. “I'm not afraid to take you on!”

“You're not? That's a laugh!” Shenzi's voice echoed around the hooded huntress. “If you weren't afraid, your knees wouldn't be shaking, would they, kiddo?”

“I, uh, do it to throw you off guard! Yeah!” Ruby whined, finding her excuses for visible cowardice to be of utmost embarrassment. The fact she could hear cackling didn't help her case, either. “Okay, just who are you, exactly? Can't you show yourself?!”

“You wanna see what you're dealing with, hood? All right, come mess with this!”

Ruby looked up in the sky as something was falling down towards her, rolling out of the way with a few back flips allowing her to land on her feet. The young leader had her scythe prepared for a fight as she saw the girl with a black spiked mohawk, the sides of her skull shaved off otherwise. When she pulled off the bandana that resembled the White Fang symbol, she could see the sharp fangs hiding in her grin. Her shorts were incredibly short, to the point the huntress thought it was merely a thong. And her tank top was made of a black latex, held up with spaghetti strings that allowed a lot of her collarbone to show off.

Shenzi licked her smoky brown lips, as if she were ready to eat the girl. “Call me Shenzi.” she said. “Most of my friends do.”

“You're part of the White Fang.” Ruby said.

“No shit? What else would I be part of?” asked the Faunus. “You see any other evil organizations I could be part of wearing something like this?”

“Well, no...” As Ruby looked ashamed of her response, that was when Shenzi tackled her to the ground, knocking her scythe out of her hands. The Faunus pinned her arms down to the ground, staring on with a menacing grin. “W-Wait! You're not gonna eat me, are you?”

“Eat you?!” Shenzi cackled. “Girl, I'm gonna fuck you!”

“With...what, exactly?”

“With what? WITH WHAT?!” Shenzi cackled hard, enough so that her saliva was flying onto Ruby's face. “Bitch, are you looking at me hard enough? I'm a motherfucking hyena!”

While the Faunus certainly reveled in her reveal, the huntress laying under her was rather skeptical. “And that means...what, exactly?” Ruby asked, her fears dying down as she remained less in the light on the matter.

“...You're joking, right?” Shenzi asked, her smoky brow furrowing at the young woman.

“Well, I know hyenas are, vicious and stuff,” Ruby explained, “but I mean...you're a girl, right?”

That was the moment the Faunus inhaled, a disgruntled sigh of disappointment coming through her clenched teeth. As she massaged the bridge of her nose, she said to the huntress, “Okay, if I promise to show and explain this to you, can you promise not to run off?”

“Maybe?”

“Then...nah, I'll just show you.” Shenzi scrunched her face in as she strained her muscles, with Ruby's eyes directed at her crotch. There was something pushing against the small thong that was apparent in protecting her crotch from exposure, although what that could be was up to her imagination. That is, until it broke through the fabric.

The black haired huntress then screamed in horror as something popped out, then extended between their bodies. Ruby whimpered as she saw a large, thick rod towering over her. The whole thing looked as though it was meant to hold up four women at once. Shenzi stood up, her hands at her hips while Ruby stared on, too frightened to move a muscle. “J-Just what is that?”

“My dick.” Shenzi said. “No, really, that's my dick. Female hyenas have the ability to change their genitalia, depending on if the ratio of men and women is off for breeding purposes. The fuck are they teaching you that you didn't know this?”

“How to be a huntress?”

“Yeah, that's fair. They might as well not do that, though.”

Shenzi managed to lift Ruby up, grabbing her by her leg and tossing her forwards. The huntress cried as she was sent flying, then hitting the dirt and rolling forward. The young woman was getting up on her hands and knees, only to feel something pushing up against her ass. “Oh no...” squeaked Ruby, already aware just what was behind her.”

“Hope you're not some kind of anal virgin, sweetie.” Shenzi said. “Cuz this might not be fun otherwise.”

“Could you maybe just...fight me instead?”

“No.” Shenzi then bucked her hips into Ruby's ass, pushing the huntress forward until she stumbled into a tree. Having nowhere else to go, the leader found herself between a rock and a hard place, figuratively speaking, with the extra long hyena cock ready to shove its way inside Ruby's rectum. Once she heard her leggings get ripped through, the young woman knew there was no escaping this.

“GAAAH!” Ruby shrieked out, her face pushing against the tree as she felt the shaft sliding up her ass, slowly but surely. Shenzi was growling as well, pushing her dick as far into her rectum as she could, with Ruby unable to free herself from this cruel and unusual punishment. Wiggling her ass in an attempt to slip it out of her hole did very little, as it seemed to entice the Faunus further instead of loosen her up.

“How's it feeling, hoodie?” Shenzi laughed, having too much fun hearing the cries of her adversary. Her shaft was slowly slithering up Ruby's asshole, making its way through her rectal cavity before traveling through the rest of her organs. From there her thickness forced Ruby's body to straighten up, all for the sake of ensuring that she fits her onto the hyena gentialia to complete her mission. “You're pretty tight, and I guess I should've expected that much. Who knew the leader of the best huntresses in Beacon would be so hard to break in?”

“H-Hey, what does that mean?” Ruby yelped. She almost jumped off her feet when she felt something bumping into her stomach, looking down to find the most horrifying sight; the hard hitting thrusts weren't coming from outside her stomach, but rather within. She could see that the lining of her belly was being pushed out by the blunt tip of her shaft. It felt as though she were being punched in the gut, only from the inside, although when she pushed her hands against it in an attempt to force it back out, she only ended up aiming it directly for her upper body. “C-Come on, this can't be for real!”

“What can I say? I got the best tools for the job.” Shenzi said with a smirk. “Adam figured nothing else was working, so he might as well go with me. At least this way I'll get to where you all like trophies around my dick?”

“You all...? Wait, do you mean I'm not the only one?!”

“That's right,” Shenzi answered, “you and your honies are gonna be my new cock cozy! A nice little sleeve that'll keep me warm for the rest of my life!”

"But that doesn't seem-NGH!" Ruby was interrupted by the hard thrusts the hyena Faunus made into her rear, attempting to push every inch through her body. The huntress dug her claws into the bark of the tree, growling as the ball-like tip was pushing up against her chest, the thickness passing through her rib cage so suddenly. The black haired girl had no idea how she was going to handle herself, as she couldn't imagine something of its size trying to fit through her throat.

After it passed her chest, having pushed it out to fit the thick size the shaft provided, Shenzi grunted as she found herself in reach of the young huntress, reaching out for her arms. Once she was capable of grabbing them, the hyena girl bucked hard against Ruby's backside, giving it as much impact as she can in order to break through her throat.

"O-oh geeeez!" Ruby moaned, her voice vibrating with every jut her ass felt. The huntress gagged as the tip of the hyena shaft began to punch the lower portion of her throat, feeling the force of such thickness trying to break through in the White Fang soldier's lewd attempt to humiliate her.

"Uuugh, you stupid girl!" Shenzi groaned, pulling Ruby's arms harder. "How have you never taken a dick before in your life? You have any idea how hard it is to get this through?"

"I. Do. Now! Agh!" Ruby coughed as she gripped her throat, the pain of the tip of the hyena shaft getting to her. She felt some give inside of her body, unable to do much to keep it from going all the way through as she grew fearful of how that would look on herself. The idea of being kabob'd was an embarrassing one, and though she tried to fight back by kicking her legs at the White Fang soldier, it did little to faze Shenzi during her attempt to fully penetrate her body.

Finally, with enough effort, the cock managed to break through Ruby's throat, the extra push forcing it straight out of her mouth. The huntress wailed in horror as she saw the hyena shaft sticking out, which was enough to distract her from Shenzi grabbing her by the legs and pulling them out from under her.

"Ah, shit, hoodie, you're feeling good around my dick!" laughed the hyena, sliding Ruby back until her ass cheeks reached her base. "And look how helpless you were through all that! If the leader of RWBY is this bad, I can't wait to see what the others are like."

Ruby tried to speak, but the task was hard to pull off while she was made to wear the hyena dick inside her like she was a pig over a spitroast. Shenzi laughed as she decided to have some fun after all that effort, grabbing the huntress by her waist and sliding her up and down the thick shaft as if she was made for massaging her leathery cock.

"Mph, fuck yeah," Shenzi said, pausing to suck on her lip, "you're a good cock cozy, sweetie! You ought to be proud you get to be used on my dick. Imagine if your friends were on here too, that'd be a great little thing to happen."

Ruby's eyes were fluttering, the oxygen failing her. She was near the brink of passing out, unable to properly function, though nowhere near death. The veins on Shenzi's cock throbbed heavily as the Faunus pushed here around faster, creating enough friction so as to muster the ability to climax.

"Ah shit! Fuuuck! Your asshole feels good, hoodie! And your mouth is just the best fucking part of you…Haaa, shiiit!"

Shenzi pulled back hard on Ruby's legs, growling as she felt the need to release. The huntress shrieked as the stream of seed ran through her body, the shaft vibrating against her innards as it made its way to the tip. Ruby watched on as the hyena boner shot out a long string of jizz onto the tree she was laying against, coating its bark in the milky goodness. The Faunus then had her own bit of fun, teasing Ruby's pussy as her dick continued to drain her balls of the semen she had been storing up for the mission.

The huntress growled next, her teeth biting down into the thick shaft as her body quivered. A long stream of her vaginal fluids escaped afterwards, spritzing into the ground and creating a puddle at Shenzi's feet. As Ruby's limbs went limp, the hyena heard her breathing heavily, obviously exhausted between the strain of the shaft fitting her tight body on its girth, as well as the orgasm she just reached.

"Good little girl." Shenzi said, petting Ruby's hair lightly. "One down and three to go. I'm gonna wear you so well on my cock, it'll be the best bragging rights I'll get back at the camp."

The hyena Faunus then headed off, looking to see just who was next to be made apart of her cock sleeve harem.


	2. Chapter 2

Weiss sneered at her grade, looking down at the sheet of paper that Professor Port had handed her. There was no way this grade would be sufficient in any way. “A B+, professor?” Weiss said, questioning his decision. “There couldn't possibly be any way I could accept such a low grade.”

Port chuckled in his hearty manner, standing up from his desk. “Now, Ms. Schnee, I'm quite aware that your family has a record of perfection in their academic records, but that grade is still nothing to be ashamed of!”

“Have you met my family at any point, professor?” Weiss asked. “Surely you must have.”

Stroking at his mustache, Port considered it. “I suppose I could see some reason to be concerned, yes. But that won't be the end of the world as you know it.”

With an exasperated sigh, Weiss shook her head. “I just don't understand how I could have missed some of these questions.” she said, reading through her choices in answers once again. “I was sure that this was absolute.”

Port could only chuckle, patting on the rich girl's back. “My dear, it's best that you simply learn from your mistakes and move on, rather than dwell on what you could have done differently. That sort of regret will only distract you in the long run.”

Weiss sighed. “I suppose you might be right.” she said, folding up the paper before placing it in her bag. “Well, I'll prepare for tomorrow's class. Thank you, professor.”

With a bow to the older gentleman, Weiss was on her way out of the academic building, looking to head either towards the dorms or the library to get her studying done. All she had to do was remind herself whether or not this would be a day where she could get away from Ruby and have a peaceful study session, focusing on what answers she got wrong and correcting herself from there on.

Just as she stepped outside, she jumped in shock as Blake hopped against a pillar, scaring the white haired huntress out of her wits that she pulled her fencing sword out for defense. “Weiss!” Blake shouted, sounding out of breath. “Where's the others?!”

“First of all, don't scare me like that!” nagged Weiss. “Second, I don't know for myself. “Honestly, what are you doing coming to class like that? How late are you running-”

“That's not important.” Blake said, cutting her off. “We have to keep an eye out and be on our guard. There's White Fang on the premises.”

Weiss's mood changed hearing that, getting quiet so as not to disrupt the other hunters around them. “Those thugs from the docks? Where are they?”

“I don't know,” Blake admitted, “I'm trying to get a scent on them but it's hard. Just be careful wherever you go, and try to warn Yang and Ruby if you see them.”

“Not a worry.” Weiss said with a reassuring nod. “You have my word that I'll help vanquish the intruder.”

“Great, thanks.” Blake was then on her way, hopping on top of the building so that she could scout more of Beacon from there. Weiss went off her own way, aware now that her study session was going to have to wait. She and the others were in danger, with the chances of them being what the White Fang were after being high thanks to how they had been disrupting their plans, combined with the efforts Roman Torchwick was making to help them in their endeavors.

Still, at least Weiss could say she learned something of a lesson from the experience, especially when it came to dealing with her teammate Blake. Clearly she had prejudices before learning she was a cat Faunus, but at least now she could have a level of respect for them in general. That still didn't help that she wasn't fond of the gang and what they were trying to do, of course...

Especially now, as they were disrupting peace on the campus. Who knew what sort of terrorist level threat they were bound to pull off at Beacon?

##

“Mmmm, fuck, girl, you are feeling FINE wrapped around my dick!”

The hyena Faunus known as Shenzi was relaxing against a tree out in the forests by the academy, kicking back and relaxing while she smoked a cigarette. She had just came for the umpteenth time, with Ruby Rose still impaled on her cock. The young huntress leader was still alive, although she had no idea how that was possible. Her eyes were rolled back while the cock went through her ass and into her mouth, seeing the large ball-shaped tip sticking out on the far end, wondering if she could even escape.

She hadn't exactly tried, but that was mostly due to the fact that she hadn't been able to lift her limbs in some time. Every ejaculation the hyena woman made strained her as well, causing her insides to vibrate while the stream of cum prepared to shoot out of the shaft. It made her cum as well, depleting her of her energy. Even more infuriating to the Rose, she had thought that a penis eventually deflated after some time, and she could have been free.

Unable to turn her head to face Shenzi, Ruby tried to get the hyena's attention by kicking her leg with what little energy she had. “The fuck you want?” grumbled Shenzi, hearing Ruby try to speak to her. But her big fat cock made it hard to understand the huntress, although the White Fang member could at least say this wasn't her first time having someone on her like a cock cozy. She spoke the language, as it were.

“What, you didn't figure out my Semblance yet?” Shenzi cackled. “It's because I can multiply my blood cells pretty fairly. It might not sound like much, but when you're trying to keep yourself afloat and you get a big wound you're trying to keep yourself alive long enough to get patched up before you die of blood loss. And guess what needs a lot of blood in order to function.” She tapped at her cock, spelling it out for her cock sleeve. “But I guess the break's over. Time to find myself some new meat to decorate things with.”

Shenzi stood up, groaning as she kept her balance properly while her dick wobbled in the air. Ruby felt herself growing queasy, between being stuck and the motions the rod made as it wobbled with every step the Faunus took. Before she could get very far, however, she started to hear someone growing close to her, as if a name were being called out.

“Ruby!” shouted Weiss, unaware of the hyena girl's presence. “Ruby, where are you?!” The white haired heiress had grown concerned when she didn't find her leader in their dorm room, wondering where else she could possibly be. Team JNPR hadn't seen her, and any trace of finding her on campus grounds didn't fare too well. So her only other option was to search the area surrounding the campus, hoping to find her there. “Honestly, what could this girl even do out so far from Beacon?” she muttered to herself.

Hearing her be so open about her presence, Shenzi decided to do her thing and hid behind some shrubbery, bringing Ruby with her. The black haired huntress yelped as she found herself flying in the air, landing along with the Faunus she was attached to. Obviously, such a distinct sound would draw Weiss's attention, though it wasn't as if Shenzi hadn't considered that anyway.

“Ruby? Was that you?” Weiss asked, approaching the shrubs where she heard the muffled cry. She held her fencing sword at the ready, prepared for anything that might plan to lunge out at her, on the off chance it wasn't her teammate, or she was with a captor. Either way, she felt this was a good way to make up for her test score. “If you're not Ruby, come out with your hands up!” Weiss demanded.

Shenzi did just that, her head popping out of the bush before anything else. “How about if I raise my dick up, too?” she asked with a grin.

Before she could even comprehend the question, Shenzi stood upright, with the rounded crown of the hyena dong uppercutting her chin. The heiress went flying back from the impact of the strike, landing on her back while the Faunus approached her. “Wasn't prepared for that, were you?” laughed the hyena Faunus, flicking her cigarette away. “Dumb little huntresses never are.”

Weiss shook the cobwebs out of her head, leering at Shenzi as she saw the condition of her leader. “Ruby...what did this woman do to you?!”

“Issha luhg shtrr.” Ruby admitted, despite lacking the proper talent to enunciate.

“Because the little Riding Hood loves it on my dick!” Shenzi said, giving her ass a pat. Ruby gasped, her spit flying from her mouth onto the hyena cock. “And it's where you're going next, whitey.”

"This…is just so wrong on so many levels." said a disgusted Weiss.

"Wrong? Baby, this is the animal kingdom we're talking about!" argued Shenzi. "There's nothing wrong with using your prey to mate with! Survival of the fittest, you dig?"

"Not at all." Weiss said. "And this doesn't appear to be a means of mating, nor does it ring as 'sexy' to me."

"Well it is for me. And I think I can make it sexy for you, too."

“Now hold on just a -GYAH!” Before Weiss could argue any further, she found her lass being pushed into by the cock, despite the fact she was still wearing her panties under her skirt. Weiss sat up in a panic, trying to slide back, only for the Faunus to keep pushing against her body. “This...this is insane!” Weiss shouted. “How could anyone have such a huge cock? It's impossible! And grotesque!”

##

Somewhere on the Beacon campus, a horse Faunus sneezed. Unfortunately, nobody paid it much attention, leaving him to believe that he was just nobody to them, or he was perhaps invisible to them. “I hate this...” sighed the Faunus.

##

Weiss was unable to shoo off the hyena dong, no matter how much she tried to wave her sword at it or kick it away from her. Shenzi still managed to keep it coming, and it didn't help the heiress wasn't looking to put Ruby in any further harm. Her efforts were in vain, however, as the bestial cock finally managed to puncture through her panties, ramming through her asshole and straight up her rectum.

“Oh my...what the fuck?!” Weiss cried out, the hyena dick pushing its way up her rectum. The heiress dug her nails into the dirt, growling as she found herself straining to take the rod, which pushed her body from the inside outwards in order to take its girth. She whimpered, seeing how her stomach was bulging out as the crown led the charge, burrowing its way through the rectal cavity in order to push through to her organs.

“Oh fuck...” Weiss continued to say in panic. “This can't be happening...”

“What, you think you're dreaming?” cackled Shenzi, close enough to the white haired huntress that she could manage to pull her in by her legs. “Nah, girl, it's happening for real. My dick is gonna wear you like a scarf, and you're gonna get wrapped around nice and tightly so I can use both of you to get me off.”

Weiss couldn't see how that was possible, but the woman continued to manage it. She saw the half-awake stare in Ruby's eyes, begging to be let off. Unfortunately for the heiress, she was unable to do anything, as she would soon join her teammate on the rod.

Pushing through her chest, Weiss took long deep breaths, as she knew this was going to be inevitable. She tried very hard to pull away, but Shenzi's cock was far too tight for her to remove, especially as she was ready to push through the throat. Once her chest had been expanded by the bestial dick, Shenzi learned her lesson from handling Ruby's penetration, and rammed hard into the huntress in order to break through such an air-tight space. Ruby whined as she watched Shenzi hammering into her teammate and friend, wincing as she recalled the same feeling she had gone through when the hyena first dicked her behind.

Weiss gasped as she felt air leaving her mouth, unable to breathe through there. Her nostrils were still fine, but there wasn't much else she could do. The crown of the hyena cock had pushed through her throat, stretching it out for anyone to see it. Ruby watched on, feeling the pain of having her neck stretched for the sake of being stuffed onto Shenzi's shaft for what felt like a long time, but was actually a matter of an hour or so. The throat bulged with the tip pushing against it, making sure that it took a more cylindrical shape and pushed her head up to meet with its stiff nature.

Shivering, Weiss couldn't imagine this being any better for her if it went the other way, but as the rod finally punctured through her shut lips, the huntress could see that this was very much her reality. Shenzi cackled, holding onto Weiss's legs as she shuffled her cock through her stretched out organs, watching the crown hit against Schnee's lips. It was just as she liked it, her cock was incapable of pulling back, and Weiss was moaning while her vaginal juices dribbled onto her shaft.

"Mmm, you're just so nice and slippery, lady." Shenzi said to the heiress. "And it looks like I got something else caught in there, too."

As Shenzi stared at her cock sawing through Weiss, she noticed a certain cotton fabric sticking out of the heiress's mouth. It was obviously the panties that she tore into, getting stuck on the side of her dick as it passed through her rectum. The hyena had a good laugh at that, seeing just a little bit of embarrassment on the huntress's face, or what she could see of her.

Ruby wasn't having any more fun, as she could almost see up her teammate's snatch. Her pussy lips were well lubricated from the fluids dripping out, and though she couldn't see all the way up to the womb she could still see quite a large amount of darkness going up. Soon enough the young leader was finding herself moving along the shaft, her drool seeping out of her mouth while Shenzi pointed it downwards to go through Weiss's body.

This caused her to slide down to meet with Weiss's crotch, her nostrils pushed up into her pussy. The heiress moaned as her leader's nose punctured her folds, even if it only went so far up there. Ruby's lips were bucked hard against the white haired girl's groin, almost getting a taste of her ass against her mouth. She was just lucky her tongue and taste buds were locked in her mouth, unable to get a full taste of her asshole.

The friction in their bodies started moving faster, a sure sign that their penetrative predator was getting closer to busting a nut. They could hear the deep, seething voice coming through her clenched teeth, holding Weiss down while she let Ruby slip down her shaft. The vibrating started again, and the leader was set to panic. The heiress felt the rush quaking through her organs and mouth as well, with her pussy dripping harder than before. Whatever was about to happen, she didn't like it in the slightest.

"Mmmph, fuck, you girls are nice on my dick." Shenzi groaned, her hips bucking so hard that Ruby's face almost smashed into Weiss's crotch. "Nice little asshole that I got good and stretched to handle my big fat cock…feels so fucking fantastic! I bet you wished you went to a school that taught you to be Faunus cock cozies though. Then again you wouldn't be so easy for me to break in."

Weiss and Ruby whimpered, their pussies squirting out into the open. While the leading huntress was blasting her fluids into the dirt ground of the forest, she was unfortunate to get hit with a long stream that came from her heiress teammate, hitting her on the bridge of the nose. Ruby had to shut her eyes, thankful that she wasn't capable of drowning since her mouth was plugged up by the hyena shaft.

"Fuck, do I love the water show, ladies." Shenzi groaned, her cock still waiting to erupt. "What a great performance you two are putting on. But I can do so…much…better! Hrrrrrgh!"

Her face scrunched in as she held Weiss's legs tightly, ready to let her seed blast away. The heiress squealed as the jizz flowed through her body, feeling the insanity that this was happening to her hit her head. Her eyes widened as she saw the white milky seed propel into the sky like a geyser, blasting away until it splattered down on her face. Ruby only felt slightly lucky that she wasn't hit by that, but a good amount of the load still rained on her back.

Shenzi sighed, wiping her forehead off while her legs quivered beneath her. "Shit…"you girls are fun! You realize that?" said the hyena, despite her obviously being worn down from the climax. "Adam damn hell wishes he could fit you guys on his cock! But nah, I'm the hero here. No other person in the White Fang has a big dick like I do, that's for sure."

The girls didn't exactly care, as they just wanted this twisted nightmare to be over with already. But unfortunately, the hyena cock they had been impaled with wasn't going to die down anytime soon, and Weiss had a sad suspicion about that considering how she found her leader in her predicament.

How much worse could it get…?

**Notes for the Chapter:**

> Thanks for reading everyone!
> 
> I'm sure a lot of you have been hearing it a lot, but please be sure to support your favorite content creators if you can. We're all in a weird moment in our lives due to shutdowns and the like, and any show of support will no doubt be given thanks by those you show it to.
> 
> Take care and stay safe!


	3. Chapter 3

“Yang? Dammit, where are you?!”

Blake grew annoyed when she called Yang on her scroll, hiding in the trees while she scouted the Beacon Academy grounds for any indication of a White Fang member. Her last drop of patience was spent, as she knew whoever it was would be looking for her at some point, and the fact she couldn't even find her on campus made her all the more aggravated.

The cat Faunus only received the voicemail from the golden haired huntress, having called multiple times in the hopes she would actually answer if it rang long enough. But even Blake had so little time to deal with the matters. “Look, whatever.” Blake said, continuing her recording for the blonde's message. “Be on guard right now. There's a White Fang on the grounds, and I've already warned everyone else to be careful. Try not to get too cocky or hotheaded, because things aren't going to end well for you. Just trust me.”

After ending the call, Blake sighed in frustration. She found herself doing a lot of the work in keeping her teammates safe, even if she knew she was the only one that would be able to sense them out. The White Fang were likely out for their blood, of that she could be certain, but what their intentions were didn't become exact for the former member herself. She knew someone was around, but she couldn't quite get a scent that would pinpoint the culprit.

Leaping from the tree, Blake used her nose to the best of its abilities, sniffing out the scent once more. It was still present for sure, but it seemed to be everywhere she went; the White Fang member was around, but they seemed to either move around so much that it was spreading, or their odor was just that powerful. How she was going to discover their whereabouts was a mystery to-

“WHOA!”

Far too focused on her surroundings, Blake missed the ground and managed so slide forward atop it. Fortunately for her she managed to regain her footing, but that was still an odd trip for her to make. It had been sunny the last few days, and there was no mud in sight. The academy was nowhere near any large bodies of water, not even a simple pond. So what did she slip on...?

Looking back, the cat Faunus found her answer in the form of a puddle. It was no ordinary puddle, however; this was a most unique one that she had seen before. A large portion of the ground was covered in a white goop, a sight that had disturbed her in the past. Her eyebrows furrowed as she recalled many incidents in her past where this was present, and she slowly understood exactly who Adam had sent after them.

“Shenzi.”

With an exact scent in her nostrils, one she wished she could forget so easily, Blake was on the run, hunting down the hyena Faunus in the hopes she didn't bring harm to her friends already.

##

Weiss and Ruby were bouncing along on Shenzi's dick, their bodies wrapped around the hyena dick while the Faunus strolled just outside the Academy's limits. The dark skinned woman sighed of annoyance, as though she were slowly growing bored.

“Man, I'm tired of this.” groaned Shenzi. “I've got two of you RWBY girls riding my dick already. This should be enough to piss off the kitty.” She paused, hearing Weiss and Ruby saying something back to her, though it was slightly muffled because of the big bestial boner they were impaled on. “What? You bitches don't actually know Blake that well, do you? Fuck, you both realize I was WITH her in the White Fang, right? She was Adam's little cock cozy, and you better believe I was jealous of that mess.”

Another word from Ruby and Weiss, this time making Shenzi shrug. “Nah, his dick wasn't as big as mine, but Blake was definitely begging to get it from him. Too bad she decided to just up and run away from the White Fang. But after the shit you bitches have been putting us through, he'll be happy to know I'm bringing that pussy back.”

Shenzi paused in her step, sensing something in the air. She leaped back, just barely missing the tip of her dick getting hit by a dagger flying from the sky. Both Weiss and Ruby were horrified, yet at the same time wishing that it had hit if it meant they would finally be free of this penile prison. “Oh, so THAT'S how you wanna play it, ho bag?” snarled the hyena Faunus. “Get that tight ass down here and fight me like a Faunus!”

With that, Blake finally lept out of the trees, hitting a three point landing as she leered at the hyena. “Who the FUCK are you calling a ho bag, you SKANK.” Blake snarled.

“It's about time you showed your sweet booty, Blake.” Shenzi said, flicking away the joint she had been smoking along the way. “But you're obviously too late. I already got two more members of that trailer trash team riding my dick, see?” She injected two of her fingers inside Ruby's snatch, watching the team leader quiver as it rubbed into her canal, feeling it against her rectal cavity at the same time.

“Cut that out!” Blake demanded. “I can't believe, of all people, Adam decided to send you after us, Shenzi! The fact you even still work for White Fang is just...astounding, really!”

“Why, just because I put a bunch of our own members on my dick and plowed their booties until they were stretched to kingdom come?”

“YES!”

Shenzi laughed maniacally, a fitting fit of laughter given her species. “Are you fucking with me right now? Girl, why ELSE would Adam send me? You think he doesn't know I'm just gonna pile you up like a living totem pole? I bet he'd be getting off to the idea right now!”

Blake shook her head, her eyes returning to Shenzi with a deadly glare. “You disgust me. I can't even imagine someone being as ruthless as you in how they utilize their members!”

“You wanna fucking do something about it then, bitch? Come and fucking get me! Do something about it if you're so confident you can take me down!”

Blake didn't say anything, having her dagger ready for an attack as she rushed towards her adversary. She kept away from Shenzi's giant cock, going instead for the White Fang member herself. The hyena was still quick to dodge a good portion of Blake's attacks, although she did get hit with quite a few kicks coming from the cat Faunus. The big dicked woman did her best to retaliate and counter, but it was rather hard to do with such a gigantic schlong that was carrying two people atop it. Things could get ugly in that regard if she was able to use her full power and talent against her former ally, and given how nice their asses were, she just wasn't that willing to let go.

Then came one of the worst moments Shenzi could have experienced; while she was prepared for every upper body tactic Blake was giving her, she hadn't expected her to play dirty and kick her in the lower body. Specifically, her nuts.

Shenzi's eyes went wide as she collapsed to her knees, grabbing hold of her crotch as best she could before rolling onto her side. The hyena Faunus's face told the full story, her teeth clenched together while her body quivered in pain from the impact Blake's boot had on her balls. It wasn't a very good experience, to be sure.

“That was CHEAP, you motherfucking SADIST!” Shenzi growled.

“Fuck you.” Blake said. “How else was I going to beat you? This thing is a fucking bullseye on you, do you even realize that?! It's the biggest weakspot you have OF COURSE I'm going to kick you there if it means I can save my friends!”

With that Blake moved herself to get her friends off of Shenzi's shaft, the cat girl pulling on Weiss's arms as she stood in front of the dick. The heiress was feeling thankful that her teammate would save her, putting an end to the White Fang member's attempt to kidnap them all. “Come on, Weiss,” groaned Blake, “you're going to need to work with me on this...”

“Hpph?” Weiss asked.

“Have you considered using your legs to squeeze in and push up?”

Not having considered that, Weiss managed to do so, moving about three inches up on Shenzi's staff while Blake pulled her up...but then her lips met with the crown of the hyena's member, causing the White Fang member to laugh.

Even as she was in a fetal position, Shenzi managed to buck her hips forward, locking Blake's lips around her dong while pushing slightly forward, enough so that the member got plugged up into her throat.

“Man, you're fucking dumb, Blake!” Shenzi shouted, slowly getting back to her feet. “You think you're the first bimbo to consider kicking my nads in? I've been beaten there so many times I managed to build up an immunity to it!”

Blake did her best to pull away from Shenzi and pop the cock out of her mouth, but the balled tip was jammed right inside her throat, which had also been stretched out to an obscene girth. Blake swore that her air was leaving her, oxygen no longer entering the nasal passage or her mouth. She began to stumble, losing her balance as a result of that. This, unfortunately, meant that the cat Faunus would find herself sliding forward on the hyena cock, though it would at least push the dick forward into her body rather than leaving it lodged in her throat.

That unfortunately meant that Blake's insides would be pushed out as well, making space that the bestial dick would need if it was going to push itself all the way through the cat girl's form. Blake's eyes widened as it managed to hit her ribs, the tip hitting hard like a jab from within. Blake was gagging as it went through her belly, pushing against the stomach lining while it ventured on through her organs in the hopes of coming out the other end.

Even as Shenzi stepped forward, Blake was making sure she stood her ground, hoping that doing so would keep her from fully taking in the hyena cock until her lips were meeting with Weiss's. While she cherished the heiress as a friend and teammate, she didn't consider herself to have THAT strong a relationship with the white haired huntress.

“Man, this is definitely a little different from what I was used to,” laughed Shenzi, “you're the first one taking my dick through your mouth, do you even realize that, you pussy? You're gonna be making out with the spoiled bitch for a good long time once you're all the way down my dick!”

Weiss bemaoned the suggestion, as she was far from interested in any sort of makeout session. Unfortunately, she saw Shenzi's point, as she would be locking lips with Blake while they remained on the horny White Fang adversary's shaft. The cat Faunus inched closer and closer the further the bestial boner slid through her body, trying her best to pull away and void the obscene assimilation she was trying to free her teammates from. But no matter what she did, Blake found herself growing closer to Weiss and her lips.

There was a slight saving grace, although it wasn't going to be very permanent. Shenzi found her dick stuck inside Blake's rectum, trying her best to puncture through in order to fully impale her former White Fang ally atop her member. “Sunnuvabitch...” growled Shenzi as she bucked her hips harder, causing the balled up tip to slam harder inside Blake's ass. “Motherfucker! Blake, don't you DARE go telling me Adam never dicked your ass! That mofo had the talent to worship asses well, you BETTER not tell me that dumbass leader never thought ONCE to wreck that ass!”

Blake wasn't going to answer, even if she had already swallowed a good portion of Shenzi's dick. She didn't have to share that information, as there was no reason to even do so. It was just a much different experience, considering the fact she had never let Adam ride her through oral pleasure. So of course it was a different experience coming out than going in.

Furious, Shenzi continued to buck hard into Blake, hearing her gluck inaudibly thanks to having a large portion of her hyena shaft inside her. Saliva was flying out of her mouth, and the Faunus was getting a kick out of seeing the younger ninja's eyes grow wide with fear and concern. It was the first time she ever witnessed it coming from Blake, but it made her all the happier to see, even as she hammered her way out of her rectal cavity.

Finally, after what felt like minutes of torturing Blake, which she enjoyed doing immensely, Shenzi felt the air on her dick again, having finally penetrated the cat Faunus's ass from inside her. Blake gagged as she growled, the pain of having her ass stretched in such a manner clearly paining her. Her rectum flexed on Shenzi's shaft while she adjusted to the odd pleasure that came from such an ass tearing.

“Sweetness!” Shenzi cackled. “Now come on, give your buddy Weiss a little kiss!” Shenzi wrapped her arms around her member, hoisting it up in the air now that Blake was fully forced on her hyena weiner. Blake found herself sliding down the pole, her eyes locking with Weiss's as she grew closer and closer to the heiress's face. That was perhaps the most obnoxious part of all this, that she was going to be staring at that face for as long as she remained on the hyena dick.

Then again it could be worse; Ruby was the one forced to eat Weiss's ass, after all.

As their lips met around the sloppy pole, Shenzi was stroking her cock yet again, bucking her hips into the air as she felt the need to get off to the sight of having not one, not two, but three girls wrapped around her dick. It had been so long since she had seen more than two girls acting as cock sleeves to her staff, but she loved the feeling regardless, so long as her crown was feeling the breeze to a fresh degree.

“Mmmm, don't you fucking sluts look GOOD!” cackled Shenzi. “I love seeing you fucking bitches with my cock up your asses, down your throats, up your throats, down your asses...the whole fucking spectrum looks good like this!”

The three members of Team RWBY moaned as they slid around the hyena member, their faces or asses getting slapped around as the rod bounced with excitement. The hyena Faunus seemed so pleased with herself, happy to accomplish so much in such a short period of time. She could even feel Blake's teeth gnawing down on her skin, but it didn't matter to her; the cock was so thick that there was no way she was going to be able to harm Shenzi, especially since all that did was make her even more aroused.

“Yeah, that's right, Blake, you fucking bitch! You fucking cock cozy for Adam's stick! Gnaw on my knob! Bite down on my dick, make me feel good about having such a giant hyena schlong!”

Weiss and Blake were smacked together repeatedly while Shenzi kept bucking into the air, the hyena Faunus having little care in regards to who sees her. It didn't matter anyway, as the only people that saw her acting so indecent were the people she was looking to impale on her shaft in the first place. And having such an accomplishment, as well as getting so close to the goal of having all four members of Team RWBY riding her rod made her dick swell up with excitement. Blake was next to feel the vibrations running through her body, a look in Weiss's eyes telling her that this wasn't her first time experiencing it. Blake was no stranger to this feeling as well, yet even then she had no true way of preparing herself for the inevitable erection eruption.

Aiming her shaft in the air, Shenzi roared wildly while she let her jizz fly in the sky, acting like a geyser while the milky seed rained down on her and the three huntresses she left on it. The hyena Faunus growled as she clenched her fangs together, feeling the drops of cum collapse on her dark skin. The huntresses felt the milky substance hitting them as well, though it was a most unwelcoming situation, even if they could say that about the situation in general.

When the release died down, Shenzi sighed of relief, her legs almost turning to jelly underneath her. “Fuck, that might just be the best one I had yet.” laughed the hyena Faunus. “You three have to be loving it too, right? Sure you are. I can see it in your pussies.” Indeed, Shenzi's seed wasn't the only thing that rained, as she could see Ruby's pussy having grown damp, with Weiss and Blake's dripping down into the grassy ground. “Nothing to be ashamed of, honestly. Well, maybe once we get back to the White Fang base and everyone sees you all in such humiliating fashion. I know I love it for sure. That's why my dick stays as hard as it does!”

As Shenzi walked off to a new location, she and the three members of Team RWBY were all thinking the same thing: where the hell was Yang?

##

“Yeah, hi, can I get a tongue piercing?” Yang asked the tattoo artist at the parlor in downtown Vale.


	4. Chapter 4

“Man, that feels good...”

Yang walked back onto the Beacon campus, studying the new tongue stud she received. The blonde huntress had been working hard to save up for this special occasion, as she thought it would work best for the attitude she was trying to pass off. She felt as though it would make her feel much more mature than she really was, not to mention, quite honestly, what guy on campus would pass her up on the opportunity to let her suck their dicks off like that?

“Now I just gotta find a dude that'll let me try that,” Yang said with a grin, “I don't think I've ever sucked a dick before. From what it sounds like, doing it with a piercing like this one is pretty cool.” She then sighed, saying aloud, “Too bad I wouldn't be on the receiving end of something like that.”

As she rounded one of the buildings on the way to her dorm, Yang almost felt herself get gut-checked by a large appendage that stuck out right in front of her. As she covered her abs from the sudden poke, the blonde huntress realized just what it was that she was dealing with. The first thing she witnessed past the living battering ram was the people that were stuck on the thing, her teammate being impaled on the device. Then she noticed the person it was attached to, a hyena Faunus that she had never seen around the Academy before in her life.

“Geezus, watch where you're going with that!” Yang barked. “Wait...wait, guys, what the heck are you all doing on that...cock?!”

“Oh, so you know these sluts, hm?” Shenzi said with a laugh. “Guess you're gonna be next to get on here.”

“Who are you, exactly?” Yang asked.

The other huntresses, despite having the inability to speak properly, try to speak up in an attempt to warn Yang not to get involved with the dark skinned girl. “The name's Shenzi,” said the hyena, “and you're my next prey.”

“Prey, hm?” Yang said, folding her arms as she studied the gigantic member that she was almost impaled by. “Well, I have to admit, it must be a little hard to have an erection like this for such a long period of time. How long have you guys been sitting on this, anyway?” The huntresses grumble out of frustration, aware that their golden haired teammate wasn't exactly focused regarding their own safety. Obviously, they were far more interested in the cock they were forced to wear through their bodies.

“They've been there for quite a long time.” Shenzi explained. “Want to join them?”

“Hell yeah!” Yang said, pumping her fist in the air. “Let's give it a go, then! I just got myself a tongue piercing and I've been wanting to try it out for the last hour.” She heard Ruby mumbling, as if her younger sister was trying to chastise her for her efforts. “What do you mean dad'll kill me? It's not like I'm ever gonna stick it out around him.”

“So, come on, you gonna suck me off, or not?” Shenzi grumbled, tapping her foot out of impatience.

“Right, yeah, sorry, just give me a sec.” Yang said, rubbing her fingers against her cheeks. “I just need to take a second to loosen up my jaw. I've never taken a cock like that before.” Another muffled shout from Ruby. “Okay, no, I've never taken a cock, PERIOD, but I wanted to look cool in front of the hyena girl!” More yelling from Ruby, whose spit was ending up against Weiss's bum. “So what if I worry about being cool more than anything?! Geez, Ruby, relax, I'll deal with this, THEN worry about the rest of you!” Blake rolled her eyes, frustrated herself that despite the obvious warning they represented, Yang was still looking to get off on some action.

Normally, Shenzi would actually impale her victim like she had the other three. But by now, she might as well let the blonde indulge in herself before she goes through with getting the last member of RWBY stuck on her shaft. She got a good glimpse of the stud that Yang had as she stuck it out of her mouth, licking her lips to prepare for the oral service she was about to provide.

“Geez, it's huge...” Yang said to herself, staring down the urethral slit of the hyena boner. It was certainly larger than she had thought it to be, though she never thought one could hold three girls on it like this did. She stuck her tongue out against the tip, licking away at the large crown that Shenzi sported. The Faunus shivered in place, the cold steel piercing rubbing up against her urethral region. It managed to get against the opening rather easily, bumping against the hole as she pushed upwards. The blonde huntress got a good taste of the precum that oozed out, enjoying the saltiness that rested on her tongue.

After Yang swallowed, she pushed her lips over the shaft, groaning as she grew closer to Blake's ass. She could see her teammate's rear sticking right out in front of her, almost enjoying the sight as though she were unaware of just what sort of peril they were in. She couldn't resist the musky taste of the cock as she pushed her mouth further over the tool, getting quite the flavor out of it. She could swear that there was a scent of ass on there as well, though she couldn't possibly think of quite where that all came from.

Shenzi was amused all the same, as she could feel her crown pushing against Yang's throat as the blonde attempted to get most of the member inside of her, going as far as she could where her teammates had yet to tread. She was getting so close to Blake's rear as a result, though she could only get so far. The hyena Faunus was tingling, her cock twitching against each huntress's insides while the stud on the blonde's tongue continued to rub against the underside. She had thought that after a while the cold steel would have warmed up, but somehow it managed to keep its cool.

Yang felt the cock seep through her throat, pushing against her chest. She was careful not to let it get too far, lest she ended up like her teammates. How they couldn't just get themselves off, she had no idea, but she was going to be sure to help them off once she wore Shenzi down, or so that was her plan anyway.

The other girls whimpered, the cock erupting through their bodies as the hyena girl began to build up her release. Shenzi began to tremble, standing her ground while she clenched her fists. Growling vehemently, the member of the White Fang was showing just how much she enjoyed the oral pleasure, especially when it pertained to the stud. “Ahhh, shit, girl, you sure you never sucked a dick before? You're doing pretty good for a first time. Must be the goddamn stud you got, really doing a good job with it.”

Just as Yang pulled her lips off to ask if the hyena girl meant what she said, she was hit in the face by a large stream of jizz, smacking her hard in the face and leaving her creamed with the substance. She did open her mouth slightly, getting a good taste of the stream just to satiate her curiosity. It was just as salty as she expected it to taste, but that's all she really wanted out of it. Her face, hair, and clothes were bathed in the hyena seed, but she felt it was all worth it in the end.

And of course, as a result of the vibrations prior to the eruption, the other three members of Team RWBY were dripping wet, their pussies clearly affected by the release as the rod pushed against their vaginal canals through their rectal cavities.

“Well, that was fun...” Yang said, scooping up the creamy load off her face and sucking it off her fingers. “Pretty good for a first time, then? I almost find it hard to believe.”

“Damn right...” Shenzi groaned, staggering to keep herself balanced after such an intense release. “But I'm not done, sugar pie. You obviously see I'm still in need of some ejaculation. Can't get this down after all this time. But maybe if I were to...shove it up your ass?”

The other girls shouted despite their inability to speak properly, unable to shake their heads and warn her to refuse the offer. Even if she could understand them, Yang was clearly too interested in showing off her talents all for the sake of acting cool for her own ego. “A little anal action? Yeah, sure! I could go for a quick bit of action.” She then proceeded to remove her shorts, showing off her ass to the hyena Faunus, even giving it a little swing back and forth. “Well, go ahead, put it in for a little bit and I'll help you out.”

As Shenzi guided her tip against Yang's rectal entrance, she chuckled wickedly. “Yeah, I wouldn't worry about this being so short,” she said, “it's going to be pretty permanent, if you can't tell.”

“W-Wait, what?!” Yang shouted, much to the annoyance of her teammates who wish they could palm their faces. As the tip of the hyena cock shoved inside her ass, the blonde huntress yelped loudly, trying to step away before it could go any deeper. Unfortunately, the deeper Shenzi pushed into her, the less able she was to pull it out. She was forced to stand her ground, reaching out for a place to try and help herself out of her way. But it was no use, as she was about to become a part of the swarm of Team RWBY that was resting on the shaft.

The giant Faunus cock pushed against Yang's stomach lining, which caused Yang to groan. Her teeth clenched together as her irises shrunk down, her mouth watering from the intense nature of the anal reaming she was being given. Shenzi laughed as she slipped through more and more of the blonde's body, slowly making her way up through the torso while she continued to rub against the skin.

“Feels nice, right?” laughed Shenzi. “You're getting a good amount of my cock inside you, honey! Once you're on, there's really not much else I need in the way of covering my big fat dick up!”

“Wait...agh! You can't be serious!” Yang growled, feeling the tip push against her chest. It expanded against her upper body, pushing her breasts outward as a means of fitting the girth. It was an intense sensation, to be sure, but there was little else Yang could do to get away; she was stuck, much like the other members of her team. She just wished she had realized what she was in for before it was too late.

If only her teammates could say something to her...

As it reached the throat, Yang gagged as it bucked hard against her body, trying to make its way through such a tiny little passage inside her. There was so little space that could make its way through, thanks to the girth of the hyena cock being much larger in circumference. Shenzi did what she could, bucking hard against Yang's ass until she was able to shove her way through. It finally did force itself through, stretching Yang's throat out, much as it pained the blonde huntress, but at least the hyena Faunus was satisfied with making its way through.

Yang's throat began to bulge heavily, showing off where the head of the cock was until it was all the way out of there and managing to get inside the mouth. Yang's jaw was forced wide open, her spit flying out all over the place, dripping down her chin. When it passed all the way through her body, mere inches between the crown of the hyena cock and her lips, the blonde huntress felt her ass meet with Blake's, pushing hard into her without any further assistance.

“There, goddamn! It's about time I got this down!” growled Shenzi. “All y'all huntresses are riding my dick, just like I want you! Just need to figure out a way to keep you all connected so you don't end up slipping off somehow. Not like that'll matter, since you'll be so stretched out you'll barely be able to budge, but you never know.”

Seeing a tree nearby, Shenzi managed to figure out a way to do just that. She approached it with her cock bouncing about, the girls groaning with every step she took, as she stood just to the side of the bark. After pushing her member into it, she brought Yang and Blake close enough so that she could do what she needed to do. “Now where's that pill technology Adam was experimenting with...? Oh, yeah!”

Shenzi groaned as she pushed something out of her ass, which thankfully wasn't something one would expect. It was a set of pills, three to be exact, that she had been holding onto for some time. The pills expanded into three different sex toys, one a large double sided donger, the other two plugs that were meant to be inserted vaginally compared to the usual ones meant to be inserted up the ass. Because of course, all of their rear ends were plugged up with her gigantic hyena shaft.

Now that she found a way to push Yang into her so she didn't struggle to reach for the end of her cock, Shenzi pushed the double sided dildo inside of her pussy, causing the blonde huntress to groan as she bit down on the shaft. Her body trembled, though there was little else she could do, already worn down from the energy that was spent having the dick pass through her insides and straighten out her entrails.

Blake, unfortunately, couldn't see what was going on, compared to what Yang could see due to the change in angle. The cat Faunus had no clue what Shenzi was trying to do, although the blonde witnessed it firsthand. The other end of the dildo went into her snatch next, which made the black haired former White Fang member quiver from the sudden, surprising injection she faced. Their pussies dripped out, but to Shenzi it was more than enough to keep them from releasing too much, leaving their canals to swell up after some time.

With this done, Shenzi still had more to deal with, although Weiss and Ruby were much easier for her to handle compared to the latter two members. And then she chuckled when she realized something. “Oh...oh, wait a second! I got it now! R, W, B, Y! I didn't even think I was doing that on purpose! Worked out well for me, didn't it!” All of the huntresses groaned out of irritation, worried about her priorities.

“Well, anyway, let's get you two cuties plugged up.” She then went on to inject the plugs inside of Ruby and Weiss, slipping them inside the other huntresses with ease. Ruby and Weiss yelped as they felt the toys slip into their canals, their groans muffled from the hyena rod they were impaled on.

“Now, let's see how well this goes.” Shenzi said to herself, using the girls to pleasure here. It was a bit trickier for her to do, as she did worry that Yang would fall off, but she knew she would have to go somewhere to make sure that she would plug her up, perhaps with the use of a ball gag. However, that would also plug up her cock from proper ejaculation, so she would have to think of other ways to deal with that issue. “Fucking good, having my whole dick covered up by RWBY sluts,” Shenzi moaned, her eyes shut as she bucked her hips against the wind, “just stay on my cock, baby girls, you're going to love this for the rest of your lives.”

The girls' bodies rocked about, with Yang feeling close to the edge and hoping to get herself free of the elongated boner. But even for her strength, she was lacking the energy to pull herself off, or even kick herself off. And she lacked the emotional drive to get upset about it, especially since the only thing moving about was her own tongue, the stud tickling away at the underside of the Faunus rod.

“Yeah, keep going blondie,” groaned Shenzi, heaving through her teeth as she grew closer to another release, “tickle my dick! Rub that stud against my cock! Really push against it until...fuuuuuck!”

The cock soon ejaculated once again, with Yang witnessing just how powerful the stream of cum was that she had been previously hit with. It went for what must have been yards, covering a long portion of the greenery across Beacon Academy. She also felt the heavy vibrations that her teammates had witnessed multiple times before, now aware of just what kind of trouble they had been dealing with. It almost made her wish she had actually done something rather than get distracted by her lust, but as she could see, she was too late in her thoughts. She swore it was something similar to what Weiss might have gone through, but she couldn't quite ask her how that went.

After Shenzi finished with her release, she leaned against the tree, clearly in need of regaining her strength. “Damn did that tire me out...” moaned Shenzi, running her hands down her abs. “But I'm not done here...what else can I do?” She whimpered as Yang's tongue tickled away at her shaft, surprising her. “Oh, wait...blondie, where'd you get that tongue piercing from? That just gave me an idea!”


	5. Chapter 5

“There, that oughta do it.”

Shenzi had basically won. She performed her task well in eliminating team RWBY as a threat. The White Fang was potentially capable of dealing with Beacon Academy now that the biggest threat to their life goals were out of the way.

But she was far from done with the girls.

Without question, she went to a tattoo and piercing parlor that didn't wonder anything about the four girls that were stuck on her dick. They even voluntarily removed the clothes from the former huntresses, though they needed it to do so anyway, as the whole point was to pierce the nipples and clits so that she could have two long chains connecting them together. This was so that none of them could try and escape their new purpose in life, stuck on her cock to fit like a snug little sweater.

But she wasn't done there. The girls truly had no other identity at this point, and had to work hard to remove them of said identities. And given how much hair each of these ladies had on their heads, it took forever for her to get through, even with an industrial strength electric razor. The leader in Ruby was perhaps the easiest one for her to deal with, as she had a small bob and nothing else. Weiss, Yang and Blake had such immense length on their scalps that she had to find a machete just to cut it down to a reasonable length. As of course, the razors were going to hit a bunch of tangles along the way.

“Seriously, how are any of you girls able to get this going on a regular basis, fight almost daily, and NOT get it so mussed up that a single strand isn't falling out of place?” Shenzi growled in frustration.

The heads of the former team RWBY huntresses were soon bald and shiny, robbing them of their identities. Just to make sure that nobody would recognize them, or even let their heads grow hair back on top of them, Shenzi took one more step and purchased black latex paint. With a brush and some patience, the hyena Faunus managed to get all four of the girls covered up, save for their eyes. It was a strain for her, to be sure, as not only was she looking to touch every crevice, every touch of skin, but she also had to pull back on her cock to get at Blake and Yang, as they were furthest out of her reach.

But after that she was finished with her masterpiece. The four girls on her cock looked identical, save from the different sizes of their tits. The piercing and the chains that led from Blake's nipples to Ruby's looked rather fashionable, even if there were spots where it would get tangled up for one reason or another, likely due to positioning in collecting the four on her hyena shaft.

“Now that that's all taken care of,” Shenzi said to herself, “I think it's time to give myself a relaxing break.” The Faunus found a tree near the Beacon campus to relax under, thinking that nobody was going to be able to find her all the way out there. She grabbed hold of Ruby's body, forcing her to move about with the rest of the RWBY girls. The latex paint seemed to do a grand job, even better than the hyena girl could have anticipated, as it seemed strong enough to keep the girls' tightly on her member, just so they weren't sliding all over the place. She didn't question it regarding their anuses, as she didn't care for that, just that they were able to rub their cock while their innards lubricated her extremely long shaft.

Resting her head against the tree, Shenzi growled lightly, moving Ruby frequently against her shaft. The hard hyena cock throbbed against the internal organs of the four huntresses, hearing their muffled moans of pleasure as they seemed to get their own random thrill out of being used as an unwilling toy. “Yeah, you girls are growing to love my cock, aren't you?” Shenzi laughed to herself. “Just enjoy the ride girls, cuz you're gonna have so many more like it in the future. Just don't try to escape and everything will be just...fine!”

Shenzi stroked Ruby harder, the young huntress's body pumping into Weiss, who then was pushed into Blake, and finally Yang. While they may not have been stuck together, it still felt like they concealed every inch of her cock, giving her immense pleasure throughout. The seed started to travel its way through her cock, rumbling hard enough that the latex painted girl's could feel it going through her body. Yang had the worst of it, as her mouth swelled up for a brief period of time, her jaw stretched out as she waited for him to finally release through the crown sticking out of her mouth. All the former blonde could do was beg for it to finally let loose for the sake of satisfaction, as the vibrating cock in her body was starting to make her wet.

The cock finally erupted, blasting its load out the crown of her hyena cock. The girls moaned as the stream continued to flow up the shaft, their bodies barely capable of movement as the shaking aroused them heavily. The jizz sprayed out over her head like a fountain, landing a far distance from her and the tree. Shenzi laughed as she watched the huge and creamy puddle form so far away from her, as she was satisfied with not only the size of her release, but how it would mess with a small patch of the land.

When she was depleted, Shenzi panted loudly, a small smile on her lips as the expression in her eyes slowly dulled. “Well, that's good enough for now...” Shenzi groaned, helping herself from her seat and leaving the tree. “But you girls are still stuck there, so it's not as if you're going anywhere.” She sighed, walking off as the four girls were still bouncing atop her cock, keeping it at its current length thanks to some moving about. “But you know what? As good as it is that you're filled up with my cock...I gotta fill a need! And it's been so long since I filled someone with my seed. So you know what? Let's find someone to inflate like a balloon.”

The hyene girl laughed, her saliva dripping from the cock, although there were still some strands of cum trailing down her face and latex covered body.  
##

“Velvet? Hey, what's up, girl?”

“Hm? Nothing, although...I can't help but sense something in the air.”

The two female members of Team CFVY, Velvet and Coco, paused in their walk across the Beacon campus, with the fashionista taking note of the Faunus whiffing the air. It was a rare moment for them, to be sure, but given past experiences, it could have been a likely sign of danger if they weren't careful.

“Something in the air, hm?” Coco asked. “Like...what, exactly?”

“I'm not sure...”

“I think you are. You're, ah, gripping yourself pretty tightly.”

Velvet squeaked as she realized her hands were against her crotch. Her cheeks went immensely red, embarrassed that she was caught in such a position. “Y-Yes, I suppose the scent I've been picking up may be...alluring.”

“It's got you in heat,” Coco teased, “if you need some privacy, I can give it to you.”

“No, I...I'll ignore it for the time being!” Velvet said, shaking her head vehemently. “It'll go away, I'm certain.”

It didn't go away, as Coco was quick to notice. Velvet kept her legs together as they continued to walk to class. She was trying to keep her arousal under control, but it was clear that whatever it was that set her off was either still in the area or getting closer. Even her pants were getting wet, far too noticeably so. She could see the embarrassment in the face of her teammate, looking to tease her even further.

But then they turned the corner around the next building, with Coco's gut getting checked into by the crown of a huge hyena cock. Velvet gasped at the sight of such a huge member, though she couldn't quite identify what it was surrounding the bestial cock. The fashionista doubled over, coughing from the impact that the cock's crown had on her torso.

“What the hell...?!” coughed Coco. She looked up to see Shenzi and her huge member, the Faunus grinning like a mad woman.

“Oh, goody goody,” cackled the hyena girl, “fresh meat for me to fill.”

“G-Goodness! Look at the size of that thing!” Velvet said, covering her mouth as she stared down at the massive erection. The latex covered shaft still looked unusually appetizing to her, but it's quite possible that this was more of her bunny genes responding to the sight of it. She couldn't keep that response under wraps, as she was clearly heavily aroused by the scent of the shaft, which must not have been washed for weeks on end.

“Look, lady, I don't know who you are, but – GLPH!” Before she could utter another word, Shenzi popped her tip against Coco's mouth, pushing it hard in an attempt to get it through and make her swallow it. Coco tried to back away, but the hyena girl was persistent in getting her to suck on the shaft.

“You better stay in place,” Shenzi warned Velvet, “because if this works well I'm looking to inflate you next.”

“D-Don't worry...” said the tense Velvet. “I don't think I'm going anywhere myself...” She was scared stiff, combined with her own horny energy. The cock was the source of the musky scent for sure, but even she wasn't going to try and tackle that woman down unless she wanted to go through what Coco was going through right now. Which thanks to her sudden heat, was indeed what she was looking for.

Shenzi finally managed to fit her tip inside Coco's mouth, surprising the fashionista. She struggled to pull away from the hyena shaft, but thanks to her mouth being in poor shape and so tight, she was sucked to the tip until the White Fang member was ready to let it out. She did find herself getting close to one of the latex girls that engulfed the shaft, almost making out with the bald being. She had to wonder if this was someone she knew, as it wasn't evident in the first place. The CVFY leader did, however, worry that she could swallow the girl by accident. Thankfully, she never got past the lips to find out that much.

With her tip as far in Coco's mouth as it could get, even going part way down her throat and bulging it outwards, Shenzi began to buck away at her face, grunting with every thrust that met with the young huntress. Coco tried to push away, but her hands slipped atop the girl's body, realizing that it was latex that was painted on top of her naked form. The whole thing was growing surreal for the huntress leader, making her think this had to be some kind of dream. However, the pain in her jaw as it was being stretched out told her that no, this was a real thing that was happening, and she shuddered to think of the results that this incident was going to provide her afterwards.

And Velvet continued to watch, frozen in place like a deer Faunus in headlights. She sucked on her lower lip, her thighs squeezed together as she vigorously held back her interests in masturbating to the sight of Coco sucking on the hyena's dick. Her mouth was watering as she kept her gaze on the obscene sight, as it was unlike anything she had ever experienced before. She didn't know if she should interrupt and save Coco, or at least wait her turn.

The choices were almost unbalanced, but they were the only concerns she had at the moment.

Even Coco couldn't fight off the feelings that came from this unusual encounter, as her hands found themselves between her legs, rubbing away at the fabric of her pants. She was moistening up underneath, the fluids starting to gather as a result. Her eyes rolled back, as she herself was amazed that she was actually on the verge of ejaculation just from sucking on a hyena's cock. Shenzi was amused on her own, finding it amazing that she was able to get the girl damp despite her crown being nowhere near the crotch, still stuck bulging against the throat.

And finally, it happened. Coco's eyes widened as the cock finally vibrated between her lips, causing her to shiver and whimper in preparation for the inevitable release. Shenzi howled after she let the first string of cum shoot into her stomach from the throat, which was then followed up by a torrent of the creamy substance. Her eyes rolled back, with her hands moving from her crotch to her stomach. She made an attempt to double over yet again, but in doing so found that her body was beginning to swell up, inflating like a balloon thanks to the massive amounts of cum Shenzi was dumping inside her.

Velvet had...read about things like this, how people were apparently capable of stretching out with cum until they looked like they were pregnant. But in the case of her teammate, Coco's belly was starting to swell up far beyond that. In fact, her legs seemed like they were growing outwards as well, as her pants tore apart thanks to her thighs growing thick as well. The rabbit Faunus didn't think that was humanly possible for semen to escape the stomach and fill her lower body, but then again, such things as this shouldn't be physically possible either. The laws of logic seemed to be out the window.

Shenzi pulled back, having made Coco look rounder than a tomato. The fashionista looked exhausted, with the hyena cum oozing down her lower lip. Her eyes rolled back as she quivered from the sudden fill of spunk, with her arms grown fat as well. She was unable to move, and too heavy to lift herself onto her feet, assuming she could even find them.

Velvet stared at the shaft as it popped from her friend's mouth, seeing the grin on Shenzi's face. “Well, you're still here,” laughed the hyena Faunus, “so I don't think you're afraid to take my cock, are you?”

“No, ma'am,” Velvet said, prompting Shenzi to swing her rod right before her.

“Then give it a suck.”

After being given her orders, Velvet was much more willing than Coco was to suck on the tip, pushing her jaw out as far as it could stretch. She had some issues, coughing and hacking, but at the very least she managed to fit it in just before the White Fang member pushed it further down the gullet. It was only able to bulge so far down her throat, but it was still satisfying for the bunny girl to swallow.

Her nostrils filled up with the scent of musk, with some latex blowing up her nose as well. That was clearly an effect of the paint the girls were wearing on themselves, though the aroma grew stronger with time. Velvet found herself making out with the latex girl at the forefront, humming in delight even as her voice was muffled by the long shaft. She held the girl close to her, wanting to make out with her open mouth as the hyena shaft remained present through her and three other girls. Her hands remained near her crotch, eagerly sliding through her thighs as she felt the moisture of her sex continue to drench her pants. She didn't care if it looked like she just pissed herself, it still felt great while the hyena girl continued to jut through the latex cock cozies just to shove her dick down the rabbit's orifice.

“Yeah, that's right, you stupid bunny. Suck my dick...” Shenzi groaned, smiling at her latest victim. “Stuff it down your fucking mouth and stretch it out. You're gonna get a good treat from this once I'm done with you...”

Moments passed before Shenzi growled, grabbing the latex covered Ruby as she prepared to release her seed. Yang muffled against the cock, as did Velvet once she realized that the shaft was about to erupt. The substance soon gushed its way down the bunny Faunus's throat, causing her to choke and gag as her stomach started swelling up. She could have seen this coming easily after witnessing Coco's endeavor with the hyena, but she still hadn't anticipated that much to shoot out so quickly.

Velvet's stomach blew up, with her thighs and lower legs starting to grow out as well. She whimpered against the cock as her arms were absorbed by the sphere shape she was taking on, leaving her about as mobile as a basketball sitting in place. It started to go so far up her body that her throat was finally able to fix its inability to take more of Shenzi's cock, but only because now it was becoming part of the ball-shape she was taking on as well.

The hyena woman popped the cock from Velvet's mouth, satisfied with using the two CVFY girls so easily. They were incapable of movement, and the best part was she didn't need to add them to her cock at all.

“Now if only I could drag you dolts around without being inconspicuous,” Shenzie said, “but ah well, I'll manage!”

She grabbed Velvet and Coco by the hair, dragging their ball shaped bodies around with her. “Don't you girls worry,” she said, “you're gonna be great while I use you as my new cum balloons!”

**Notes for the Chapter:**

> Thank you for reading!
> 
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**Author's Note:**

> Thank you for reading!
> 
> If you'd like to be updated on when I post my stories, please follow me on Twitter at HeroicFizzer.


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